fcr tprcl q4-2018 · 2019-05-01 · title: fcr tprcl q4-2018 created date: 4/30/2019 6:22:00 pm

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THIRD POINT REINSURANCE COMPANY LTD. Financial Condition Report Year ended December 31, 2018

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Page 1: FCR TPRCL Q4-2018 · 2019-05-01 · Title: FCR TPRCL Q4-2018 Created Date: 4/30/2019 6:22:00 PM

THIRD POINT REINSURANCE COMPANY LTD.

Financial Condition Report

Year ended December 31, 2018

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THIRD POINT REINSURANCE COMPANY LTD.

INDEX TO FINANCIAL CONDITION REPORT

PageSummaryBusiness and PerformanceGovernance StructureRisk ProfileSolvency ValuationCapital ManagementSubsequent Event

Declaration on Financial Condition Report

To the best of our knowledge and belief, the financial condition report represents the financial condition of Third Point Reinsurance Company Ltd. (the “Company" or "Third Point Re BDA") in all material respects.

/s/ Daniel V. Malloy /s/ Nicholas J. D. CampbellName: Daniel V. Malloy Nicholas J. D. CampbellTitle: Chief Executive Officer Chief Risk Officer, Third Point Reinsurance Ltd.Date: April 25, 2019 April 25, 2019

Safe Harbor Statement Regarding Forward-Looking Statements:

This Financial Condition Report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking information presented in this report is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from the Company's expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, the following: results of operations fluctuate and may not be indicative of our prospects; more established competitors; losses exceeding reserves; highly cyclical property and casualty reinsurance industry; downgrade or withdrawal of ratings by rating agencies; significant decrease in our capital or surplus; dependence on key executives; dependence on letter of credit facilities that may not be available on commercially acceptable terms; inability to service our indebtedness; limited cash flow and liquidity due to our indebtedness; inability to raise necessary funds to pay principal or interest on debt; potential lack of availability of capital in the future; credit risk associated with the use of reinsurance brokers; future strategic transactions such as acquisitions, dispositions, mergers or joint ventures; technology breaches or failures, including cyber-attacks; lack of control over Third Point Enhanced LP ("TP Fund"); lack of control over the allocation and performance of TP Fund’s investment portfolio; dependence on Third Point LLC to implement TP Fund’s investment strategy; limited ability to withdraw our capital accounts from TP Fund; decline in revenue due to poor performance of TP Fund’s investment portfolio; TP Fund’s investment strategy involves risks that are greater than those faced by competitors; termination by Third Point LLC of our or TP Fund’s investment management agreements; potential conflicts of interest with Third Point LLC; losses resulting from significant investment positions; credit risk associated with the default on obligations of counterparties; ineffective investment risk management systems; fluctuations in the market value of TP Fund’s investment portfolio; trading restrictions being placed on TP Fund’s investments; limited termination provisions in our investment management agreements; limited liquidity and lack of valuation data on certain TP Fund’s investments; U.S. and global economic downturns; specific characteristics of investments in mortgage-backed securities and other asset-backed securities, in securities of issues based outside the U.S., and in special situation or distressed companies; loss of key employees at Third Point LLC; Third Point LLC’s compensation arrangements may incentivize investments that are risky or speculative; increased regulation or scrutiny of alternative investment advisers affecting our

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reputation; suspension or revocation of our reinsurance licenses; potentially being deemed an investment company under U.S. federal securities law; failure of reinsurance subsidiaries to meet minimum capital and surplus requirements; changes in Bermuda or other law and regulation that may have an adverse impact on our operations; Third Point Reinsurance Ltd. ("Third Point Re") and/or Third Point Re BDA potentially becoming subject to U.S. federal income taxation; potential characterization of Third Point Re and/or Third Point Re BDA as a passive foreign investment company; subjection of our affiliates to the base erosion and anti-abuse tax; potentially becoming subject to U.S. withholding and information reporting requirements under the Foreign Account Tax Compliance Act; and other risks and factors listed under “Risk Factors” in Third Point Re's most recent Annual Report on Form 10-K and other periodic and current disclosures filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Third Point Reinsurance Company Ltd.Financial Condition Report December 31, 2018

Third Point Reinsurance Company Ltd., a wholly-owned subsidiary of Third Point Re, was incorporated as an exempted company under the laws of Bermuda on October 6, 2011 and is a provider of global specialty property and casualty reinsurance products. Third Point Re’s common shares are listed on the New York Stock Exchange under the symbol “TPRE”. Third Point Re operates through its two licensed reinsurance subsidiaries, the Company and Third Point Reinsurance (USA) Ltd. (“Third Point Re USA”). The Company was incorporated in Bermuda and is registered as a Class 4 insurer under the Insurance Act 1978, as amended, and related regulations (the “Act”). The Company commenced reinsurance operations in January 2012.

The Insurance (Public Disclosure) Rules 2015, which came into effect on January 1, 2016, require commercial insurers to prepare a Financial Condition Report (FCR) and make it publicly available on the insurer’s website. The FCR provides a discussion on the Company’s Business and Performance (Section 1) Governance Structure (Section 2), Risk Profile (Section 3), Solvency Valuation (Section 4), Capital Management (Section 5) and Subsequent Event (Section 6).

The Company uses the standard Bermuda Solvency Capital Requirement (BSCR) model to assess the Enhanced Capital Requirement (ECR) or required statutory capital and surplus. The Company's ECR and the Available Statutory Economic Capital and Surplus were $568.4 million (2017 - 757.8 million) and $1,043.4 million (2017 - $1,464.9 million), as of December 31, 2018, respectively. The Company's Bermuda Solvency Capital Requirement Ratio was 184% and 193% as of December 31, 2018 and 2017, respectively.

As of December 31, 2018 and 2017, the Company’s Eligible Capital was categorized as follows:

2018 2017($ in thousands)

Tier 1 $ 1,005,934 $ 1,407,413Tier 2 37,423 57,472Tier 3 — —Total $ 1,043,357 $ 1,464,885

This report is primarily based on the Company’s Economic Balance Sheet (EBS) as at December 31, 2018. In addition, certain sections include information based on the Company's December 31, 2018 Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

Section 1 - Business and Performance

a. Name of the Insurer

Third Point Reinsurance Company Ltd. (the “Company" or "Third Point Re BDA")

b. Insurance Supervisor

Bermuda Monetary AuthorityContact: Eric DonkohEmail: [email protected] number: 441-295-5278

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c. Approved Auditor

Firm: Ernst & Young Ltd.Contact: Craig RedcliffeEmail: [email protected] number: 441-295-7000

d. Ownership

The Company is 100% owned by Third Point Reinsurance Ltd. ("Third Point Re").

e. Group Structure Chart

f. Business Segment Results

The following table sets forth certain of the Company’s selected income statement data for the years ended December 31, 2018and 2017 and has been derived from our audited consolidated financial statements prepared using U.S. GAAP. The Company’s historical results are not necessarily indicative of the results that may be expected for any future period. The selected income statement data should be read in conjunction with the Company’s audited consolidated financial statements.

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For further information regarding the Company's income and expenses incurred during the reporting period, please see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Third Point Re's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2018, which is also included on our website at www.thirdpointre.com.

2018 2017($ in thousands)

Selected Statement of Income Data:Gross premiums written $ 527,366 $ 598,198Net premiums earned 568,955 507,032Net investment income (loss) (221,863) 343,503Loss and loss adjustment expenses incurred, net (399,563) (342,210)Acquisition costs, net (192,931) (176,935)General and administrative expenses (19,075) (34,589)Other expense (9,610) (12,674)Foreign exchange gains (losses) 7,533 (12,340)Income tax expense (5,644) (2,718)Net income (loss) available to common shareholder $ (272,339) $ 265,902

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Gross Premiums Written

The following is a summary of the Company's gross premium written by line of business and by geographical location of the cedent for the years ended December 31, 2018 and 2017:

2018 2017Line and Type of Business ($ in thousands)Property $ (5,551) $ 132,590

Workers Compensation 25,427 15,642Auto 2,576 3,703Other Casualty 119,617 87,528Casualty 147,620 106,873

Credit & Financial Lines 100,881 34,380Multi-line 61,185 63,665Other Specialty (3,650) 21,072Specialty 158,416 119,117Total Prospective Reinsurance Contracts 300,485 358,580Retroactive Reinsurance Contracts 74,220 109,351Quota share with Third Point Re USA 152,661 130,267Total Gross Premiums Written $ 527,366 $ 598,198

Geographical LocationBermuda $ 93,406 $ 62,234United Kingdom 63,619 203,768United States 122,714 178,850Other 94,966 23,079Quota share with Third Point Re USA 152,661 130,267Total Gross Premiums Written $ 527,366 $ 598,198

The decrease in gross premiums written of $70.8 million, or 11.8%, for the year ended December 31, 2018 compared to the year ended December 31, 2017 was driven by:

Factors resulting in decreases:

• We recognized net increases in premium of $120.3 million and $288.1 million in the years ended December 31, 2018 and 2017, respectively, related to the net impact of contract extensions, cancellations and contracts written in the current year with no comparable premium in the prior year period.

• We recognized $8.9 million of premium in the year ended December 31, 2017 related to contracts that we did not renew in the year ended December 31, 2018 due to changes in pricing and/or terms and conditions.

• We recorded an increase in premium estimates relating to prior periods of $2.5 million in the year ended December 31, 2018 compared to an increase of $10.0 million in the year ended December 31, 2017. The increases in premium estimates for the year ended December 31, 2018 and 2017 were due to several contracts for which clients provided updated projections indicating that they expected to write more business than initially estimated.

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Factors resulting in increases:

• We wrote $104.5 million of new business for the year ended December 31, 2018, of which $70.7 million was retroactive reinsurance contracts, $21.6 million was specialty business, $11.6 million was casualty business and $0.6 million was property business.

• Changes in renewal premiums for the year ended December 31, 2018, which includes the quota share contract with Third Point Re USA, resulted in a net increase in premiums of $8.9 million primarily due to decreases in participations and underlying premium volume on contracts that renewed in the period. Premiums can change on renewals of contracts due to a number of factors, including changes in our line size or participation, changes in the underlying premium volume and pricing trends of the client’s program as well as other contractual terms and conditions.

Loss and loss adjustment expense reserves

The following table represents the activity in the loss and loss adjustment expense reserves for the years ended December 31, 2018 and 2017:

2018 2017($ in thousands)

Gross reserves for loss and loss adjustment expenses, beginning of year 692,599 582,202Less: loss and loss adjustment expenses recoverable, beginning of year (1,113) (1)Net reserves for loss and loss adjustment expenses, beginning of year 691,486 582,201Increase (decrease) in net loss and loss adjustment expenses incurred in respect of losses occurring in: Current year 395,400 397,240 Prior years (1) 4,163 (55,030)Total incurred loss and loss adjustment expenses 399,563 342,210Net loss and loss adjustment expenses paid in respect of losses occurring in: Current year (75,193) (101,608) Prior years (121,095) (148,833)Total net paid losses (196,288) (250,441)Foreign currency translation (9,062) 17,516Net reserves for loss and loss adjustment expenses, end of year 885,699 691,486Plus: loss and loss adjustment expenses recoverable, end of year 2,031 1,113Plus: deferred charges on retroactive reinsurance contracts 3,847 —Gross reserves for loss and loss adjustment expenses, end of year 891,577 692,599

(1) In the year ended December 31, 2018, the Company started including the amortization of deferred gains on retroactive reinsurance contracts in prior year loss development. This line item was previously presented separately in the loss reserves roll forward presented above. The prior year presentation has been adjusted to conform to the current year presentation. For the year ended December 31, 2018, net loss and loss adjustment expenses incurred in respect of prior years include a decrease of $3.4 million relating to the amortization deferred gains/charges (2017 - $1.5 million).

Changes in the Company’s loss and loss adjustment expense reserves result from re-estimating loss reserves and from changes in premium earnings estimates.  Furthermore, many of the Company’s contracts have sliding scale or profit commissions whereby loss reserve development can be offset by changes in acquisition costs that vary inversely with loss experience. In some instances, the Company can have loss reserve development on contracts where there is no sliding scale or profit commission or where the loss ratio falls outside of the loss ratio range to which the sliding scale or profit commission applies.

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The $4.2 million net increase in prior years’ reserves for the year ended December 31, 2018 includes $12.4 million of net favorable reserve development related to decreases in loss reserve estimates and $16.6 million increase in loss reserves resulting from increases in premium earnings estimates on certain contracts.

The $55.0 million decrease in prior years’ reserves for the year ended December 31, 2017 includes $23.4 million of net favorable reserve development related to decreases in loss reserve estimates and $31.6 million decrease in loss reserves resulting from decreases in premium earnings estimates on certain contracts.

g. Investment Performance

On July 31, 2018, Third Point Re, Third Point Re BDA and Third Point Re USA (the “TPRE Limited Partners”) entered into the Amended and Restated Exempted Limited Partnership Agreement (the “2018 LPA”) of Third Point Enhanced LP ("TP Fund") with Third Point Advisors LLC (“TP GP”) and others, effective August 31, 2018. In accordance with the 2018 LPA, TP GP serves as the general partner of TP Fund. TP GP is beneficially owned by Daniel S. Loeb, a founder of the Company, and certain members of his family. Pursuant to the investment management agreement between Third Point LLC and TP Fund, dated July 31, 2018, Third Point LLC is the investment manager for TP Fund. Substantially all assets and related liabilities were transferred from the Company’s separate accounts to TP Fund and the TPRE Limited Partners received limited partnership interests in TP Fund in exchange. The TPRE Limited Partners no longer directly hold their invested assets and liabilities but instead, hold an investment in TP Fund.

The following is a summary of the net investments managed by Third Point LLC as of December 31, 2018 and 2017:

2018 2017Assets ($ in thousands)

Total investments in securities, including investment in related party investment fund $ 1,420,603 $ 2,625,995Cash and cash equivalents 754 4Restricted cash and cash equivalents 463,446 422,803Due from brokers 1,233 264,903Derivative assets, at fair value — 64,111Interest and dividends receivable 970 3,327Total assets 1,887,006 3,381,143Liabilities and noncontrolling interest in related partyAccounts payable and accrued expenses 94 4,343Securities sold, not yet purchased — 345,352Securities sold under an agreement to repurchase — 16,486Due to brokers — 619,830Derivative liabilities, at fair value — 12,705Participation agreement with related party investment fund 1,876 —Interest and dividends payable — 1,036Total noncontrolling interest in related party — 97,619Total liabilities and noncontrolling interest in related party 1,970 1,097,371Total net investments managed by Third Point LLC $ 1,885,036 $ 2,283,772

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The following is a summary of the Company's net investment return on net investments managed by Third Point LLC by investment strategy for the years ended December 31, 2018 and 2017:

2018 2017Equity (3.0)% 17.0%Credit (4.9)% 0.2%Other (2.9)% 0.6%Net investment return on investments managed by Third Point LLC (10.8)% 17.8%

Net investment return represents the return on the Company's net investments managed by Third Point LLC, net of fees. The net investment return on net investments managed by Third Point LLC is the percentage change in value of a dollar invested over the reporting period on the Company's net investment assets managed by Third Point LLC.  Effective August 31, 2018, the Company transitioned from the separately managed account structure to investing in TP Fund.  In addition, the Collateral Assets are managed by Third Point LLC from the effective date. The net investment return reflects the combined results of investments managed on behalf of the Company prior to the transition date of August 31, 2018 and the investment in TP Fund and collateral assets from the date of transition.  Prior to the transition date of August 31, 2018, the stated return was net of noncontrolling interests and net of withholding taxes, which were presented as a component of income tax expense in the Company's consolidated statements of income (loss). Net investment return is the key indicator by which we measure the performance of Third Point LLC, TP Fund's investment manager.

For the year ended December 31, 2018, the net investment results were primarily attributable to losses generated by long equity investments, a merger arbitrage position, and exposure to cyclical sectors negatively impacted by slowing global growth.  Short selling generated positive returns and mitigated further losses in equities.  The credit portfolio produced a modest overall loss.  The asset-backed securities portfolio’s gains were reduced by losses in corporate credit.

For the year ended December 31, 2017, the net investment results were primarily attributable to the equity portfolio.  Within equities, we experienced positive returns across each long equity sector partially offset by losses from short positions, primarily from equity market hedges.  One large long equity healthcare position was a notable contributor to the long equity performance for the year.  Credit and the macroeconomic and other strategy, including currency and private investments, also contributed to positive performance with gains from the long exposures partially offset by short exposures in each strategy.

Net investment income (loss) for the years ended December 31, 2018 and 2017 consisted of the following:

2018 2017

Net investment income (loss) by type ($ in thousands)Net realized gains on investments and investment derivatives $ 392,020 $ 198,484Net change in unrealized gains (losses) on investments and investment derivatives (362,947) 220,641Net gains (losses) on foreign currencies (7,468) 6,356Dividend and interest income 45,448 57,005Dividends paid on securities sold, not yet purchased (4,619) (4,998)Other expenses (12,916) (19,813)Management and performance fees to related parties (25,701) (114,172)Net investment loss from investment in related party investment fund (1) (245,680) —Net investment income (loss) $ (221,863) $ 343,503

(1) Effective August 31, 2018, Third Point Re, Third Point Re BDA and Third Point Re USA entered into the 2018 LPA to invest in TP Fund.  As a result, the management and performance fees are presented within net investment income from investment in related party investment fund from the effective date of the transition.

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h. Other Material Income & Expenses

No other material income and expenses.

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Section 2 - Governance Structure

a(i). Board of Directors and Senior Executives

The Board of Directors (the “Board”) of the Company manages the business and affairs of the Company, subject to oversight of the group (including the Company) pursuant to the Company's Terms of Reference, through committees of Third Point Re’s board of directors (the “Parent Board Committees”). Additional oversight of the Company, including many of the Board’s duties identified below, is provided through the participation in or attendance at such Parent Board Committees by members of the Board or are otherwise the direct responsibility of executives of Third Point Re, including members of the Board and officers of the Company. Such committees include:

(a) Audit Committee;

(b) Compensation Committee;

(c) Governance and Nominating Committee;

(d) Investment and Finance Committee;

(e) Risk and Compliance Committee; and

(f) Underwriting Committee.

The duties of the Board include the following:

(a) to exercise due care and attention in attending to the affairs of the Company;

(b) subject to the oversight of the Parent Board Committees, to maintain strong internal control procedures for the Company, including risk management, internal and external audit, compliance and actuarial functions;

(c) to monitor the financials results of the Company during the year;

(d) to do any such things to enable the Board to discharge its powers and functions conferred on it by the Bye-laws;

(e) to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board contained in the Company's constitution or imposed by legislation;

(f) to ensure the Company maintains compliance with all the obligations required by its status as a Class 4 insurer and meets its Bermuda Statutory Requirements under the Insurance Act 1978;

(g) to ensure that the Company has the appropriate officers necessary for the Company to perform its business and fulfill its obligations, and to define the duties of such officers as well as the authority such officers shall have to enable them to perform their respective duties;

(h) to ensure that the Company has, whether its own or through Third Point Re, the applicable processes to assess and document the fitness and propriety of the members of the Board, the Company’s controllers, officers and third-party service providers, auditors, actuaries and the principal representative;

(i) to ensure there is oversight, through the Parent Board Committees, over the Company’s underwriting; investments; risk management; corporate governance, audit and compliance;

(j) to ensure that the Company has broad business and operational strategies;

(k) to approve all key policies of the Company, subject to oversight of the Parent Board Committees;

(l) to ensure that the Company maintains the proper safeguards for the protection of sensitive information, including employee and policyholder information, and to ensure the maintenance of sufficient records as required by applicable law and regulation;

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(m) to ensure the Company’s compliance with legal and regulatory requirements, subject to oversight of the Parent Board Committees;  and

(n) to oversee the performance of the independent auditors and performance of the Company’s internal audit function, subject to oversight of the Parent Board Committees.

Members of the Board the Company are appointed annually at the Annual General Meeting of the Company or as otherwise permitted under the Company’s Bye-laws. The Board typically meets on a quarterly basis.

As of March 1, 2019, the Board of Directors was comprised of the following individuals:

Daniel V. Malloy - Mr. Malloy is the Company's Chief Executive Officer, and has served in that position since August 3, 2017. From March 1, 2017 to August 2, 2017 Mr. Malloy served as the Chief Underwriting Officer of the Company. Prior to this, Mr. Malloy served as the Executive Vice President, Underwriting from January 23, 2012. Prior to joining the Company, Mr. Malloy worked at Aon Benfield from 2003 where he co-led the Specialty Lines practice groups, which were responsible for providing clients and brokers with primary and reinsurance market updates, peer analytics, new product ideas, growth initiatives and placement assistance. Specialty Lines includes the casualty, professional liability, surety, workers’ compensation, property risk, environmental, structured reinsurance and MGA practices. Mr. Malloy has over 35 years of reinsurance experience including 10 years of structured reinsurance underwriting. Before joining Aon Benfield, he was President and a board member of Stockton Reinsurance Ltd. in Bermuda from 1998 to 2003. His experience with structured reinsurance began when he served as President of Centre Re Bermuda where he was employed from 1993 to 1998. Mr. Malloy began his reinsurance career in 1981 working as a reinsurance broker for Sedgwick Re for twelve years. Mr. Malloy holds a Bachelor of Arts degree in biology from Dartmouth College.

Christopher S. Coleman - Mr. Coleman is the Company's Chief Operating Officer and has served in this position since February 27, 2019. Mr. Coleman also serves as the Chief Financial Officer of Third Point Re and has served in this position since November 10, 2014, prior to which Mr. Coleman was the Chief Accounting Officer of Third Point Re, in which position he served from April 1, 2013. Prior to joining Third Point Re, Mr. Coleman was the Chief Financial Officer of Alterra Bermuda Limited, the principal operating subsidiary of Alterra Capital Holdings Limited ("Alterra"). Prior to Max Capital Group Ltd.'s acquisition of Harbor Point Limited to form Alterra in May 2010, Mr. Coleman was the Senior Vice President, Chief Accounting Officer of Harbor Point Limited. Mr. Coleman joined Harbor Point Limited in March 2006. From 2002 to 2006, Mr. Coleman worked for PricewaterhouseCoopers in Bermuda as a Senior Manager within the audit and advisory practice specializing in clients in the insurance and reinsurance industry. Mr. Coleman started his career with Arthur Andersen in 1995 working in the Hartford office before relocating to the Bermuda office in 2001. Mr. Coleman graduated from Central Connecticut State University in 1995 with a Bachelor of Science degree in Accounting. Mr. Coleman is a Certified Public Accountant and a Chartered Professional Accountant and is a member of the American Institute of Certified Public Accountants and the Institute of Chartered Professional Accountants of Bermuda.

Janice R. Weidenborner - On February 24, 2016, Ms. Weidenborner became Secretary of Third Point Re and the Company. Ms. Weidenborner is also Third Point Re's Executive Vice President and Group General Counsel and has served in that position since January 1, 2016. Prior to joining Third Point Re, Ms. Weidenborner was General Counsel for the Ariel Re group of companies, from January 2013 to December 2015. Ms. Weidenborner has held senior legal counsel positions in both Bermuda and the U.S., with a significant focus of her practice on insurance and reinsurance, and general corporate and transactional matters.  From 1987 to 2012, Ms. Weidenborner held various roles at the ACE Group (and its predecessor companies) including Senior Vice President, Associate General Counsel and Regional Compliance Officer, ACE Bermuda Insurance Ltd., Associate General Counsel, ACE Tempest Reinsurance Ltd., and General Counsel, ACE Financial Solutions International. Ms. Weidenborner holds a B.S. in Aviation Management from Embry Riddle Aeronautical University. She began her career in New York as an

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Airline Underwriter for CIGNA Property and Casualty.  After earning her MBA in Finance from Fordham University, Ms. Weidenborner served as a Senior Financial Analyst for CIGNA. She holds a Juris Doctor degree from Rutgers University.

Officers of the Company

As of March 1, 2019, the Officers of the Company consisted of the following persons:

Christopher S. Coleman - See above.

Daniel V. Malloy - See above.

Janice R. Weidenborner - See above.

Amanda Kisala - Ms. Kisala is the Company's Chief Pricing Actuary and has been with the Company since December 1, 2013. She has over twenty years of experience in reinsurance, insurance and consulting. Prior to joining the Company in December 2013, Ms. Kisala was Vice President, Pricing and Assistant Vice President, Reserving at Tokio Millennium Re Bermuda from 2010-2013. Ms. Kisala served as Chief Actuary of FFG Insurance Company (previously a subsidiary of Aon Corporation) from 2006-2009 and has also held various actuarial roles at E&Y, Hannover Re and CNA Re. Ms. Kisala is a Fellow of the Casualty Actuarial Society and holds a Bachelor of Science in Mathematics from Purdue University and a Masters in Environmental Policy from University of Denver.

a(ii). Remuneration Policy

Board of Directors

The directors of the Company do not receive remuneration for their role as directors.

Third Point Re Board of Directors

Third Point Re adopted a Director Compensation Policy that provides that each independent director will receive annual compensation under their Director Services Agreements of $200,000 (or $235,000, in the case of the Chairman of the Audit Committee of the Board, and $250,000 in the case of the Lead Independent Director, payable 50% in cash and 50% in restricted shares of the Company. The cash portion of the retainer is paid in equal, quarterly installments, and is pro-rated for partial years of Board service. Restricted share grants are made on or around the date of the annual general meeting of shareholders, with the number of shares being calculated based on the fair market value of a common share of the Company on the date of grant. Restricted share grants are also pro-rated for partial years of Board service, with the grant typically being made on the date that the director begins his or her Board service. All restricted share grants are made under the Third Point Re Omnibus Incentive Plan and the applicable award agreements are entered into between the Company and the director, including vesting and forfeiture provisions. The restricted shares vest quarterly, subject to the director’s continued Board service through each vesting date.

Senior Executives and Employees

The compensation program for our senior executives and employees consists primarily of salary, short-term incentive compensation, long-term incentive compensation and retirement, health and welfare benefits.

The Compensation Committee of the Board of Third Point Re (“Compensation Committee”) is responsible for reviewing and approving the compensation and benefits of our directors, senior executives, and employees.

The Chief Executive Officer of Third Point Re meets from time to time with the Compensation Committee and makes compensation recommendations to the Compensation Committee for review, feedback and approval with respect to our senior

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executives and employees, other than himself, including recommendations for salary adjustments, annual incentives and long-term incentive awards.

Annual Incentive Pay

The purpose of annual incentive pay is to reward performance during the year based upon the achievement of individual and business goals on an annual basis.

Annual incentive pay plans help employees understand how they contribute to business performance and help unite employees behind shared goals. Additionally, annual incentives directly support the Company’s high-performance environment by providing employees with clear opportunities for performance-based rewards.

The formula utilized by Third Point Re creates a bonus pool but not individual awards. The incentive bonus pool is allocated to individual employees by the Compensation Committee of Third Point Re upon the recommendation of the Third Point Re Chief Executive Officer based on how each employee performed relative to his or her individual annual goals.

All of our employees and senior executives participate in our annual incentive plan (the “Annual Incentive Plan”).

Under the Annual Incentive Plan for 2018, the amount of the total incentive bonus pool was calculated based on Third Point Re’s Return on Average Equity ("ROAE"), and Third Point Re's Combined Ratio, as defined and reported in our Annual Report on Form 10-K (“Combined Ratio”), equally. The incentive bonus pool was allocated to individual employees by the Compensation Committee upon the recommendation of the Third Point Re Chief Executive Officer based on the individual’s position in the organization, seniority level, and how each employee performed relative to his or her individual annual goals, such allocations not to exceed $5 million.

Under the Annual Incentive Plan for 2019, the total incentive bonus pool will be determined as follows: forty percent (40%) based on Third Point Re’s ROAE, and sixty percent (60%) based on Third Point Re’s Combined Ratio.

Long-Term Incentives

In 2018, Third Point Re continued the long-term incentive program first implemented by the Compensation Committee in 2014, providing for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives. All awards were in the form of restricted shares subject to the achievement of performance goals tied to underwriting profitability and float generation over rolling three-year calendar year periods. Share awards were determined in relation to an individual’s performance and contributions to Third Point Re’s results, and with regard to the individual’s total compensation. Awards are not based on a scheduled allocation of shares. In determining the individual grant levels, the Compensation Committee considers the compensation of each of the senior executives, as compared to comparable positions in the market, survey data, individual performance factors and the recommendation of the Third Point Re Chief Executive Officer.

In February 2019, the Compensation Committee revised the performance criteria for restricted shares subject to performance conditions to be based on a target Combined Ratio for a three-year performance period. In addition, the Compensation Committee approved the grant of time vesting shares, with no performance condition, in February 2019 to certain employees that would vest in equal annual installments on the first three anniversaries of the grant date.

The aforementioned provisions set out the details of our remuneration policy with respect to our Directors, senior executives and employees. For further information regarding remuneration of our Directors and Officers, please see Third Point Re's Proxy Statement, Executive Compensation, filed with the SEC on March 27, 2019, which is also included on our website at www.thirdpointre.com.

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a(iii). Supplementary Pension or Early Retirement Schemes

The Company maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. The Company contributes up to 10% of the employees’ salary, subject to the statutory contribution limits to these plans.

a(iv). Material Transactions with Shareholder Controllers

For information regarding Third Point Re's related party transactions, please see the audited consolidated financial statements and Third Point Re's Proxy Statement, Certain Relationships and Related Party Transactions, filed with the SEC on March 27, 2019, which is also included on our website at www.thirdpointre.com.

b. Fitness and Propriety Requirements

Board of Directors

Identifying and Evaluating Nominees

In considering candidates for the Third Point Re Board of Directors, the Governance and Nominating Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for Board membership. When formulating its Board of Directors’ recommendations, the Governance and Nominating Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate.

The Governance and Nominating Committee and the Third Point Re Board of Directors believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences and other differentiating characteristics, are an important element of its nomination recommendations. The Governance and Nominating Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a director candidate. However, board candidates are selected based upon various criteria including business and professional experience, judgment, diversity, age, skill, background, time availability in light of other commitments, and such other relevant factors that the Governance and Nominating Committee considers appropriate in the context of the needs of the Board of Directors. Although the Board of Directors does not have a formal diversity policy, the Governance and Nominating Committee and Board of Directors review all of these factors, including diversity, in considering candidates for Board membership.

Nominees Recommended by Shareholders

The Governance and Nominating Committee will also consider nominees recommended by shareholders. In order to submit shareholder proposals, nominations must be received by the Secretary at the Company’s principal office at that time. Such nominations must include a description of all arrangements or understandings between the shareholder and each nominee and any other person(s), naming such person(s), pursuant to which the nomination is to be made by the shareholder, and if applicable, the consent of each nominee to serve as a director if elected.

Senior Executives

The Third Point Re CEO, in consultation with other key stakeholders, ensures that the senior executives have appropriate skills, knowledge and experience to fulfill the strategic plans and day to day operation of Third Point Re and its subsidiaries. The CEO will work with other senior executives and key stakeholders to define a role and seek suitable candidates, either directly or through an engaged third party vendor. Once a suitable shortlist of candidates has been presented, an assessment and selection process is undertaken which involves candidates being interviewed by the CEO and other key stakeholders. Once an offer has

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been accepted, the appropriate pre-employment background checks are conducted (which might include criminal record, financial, employment and education history) and any applicable regulatory approvals are obtained.

For information regarding the Company's fitness and propriety requirements for directors and officers, please see Third Point Re's Proxy Statement, Board of Directors, Executive Officers and Corporate Governance, filed with the SEC on March 27, 2019, which is also included on our website at www.thirdpointre.com.

b(ii). Board and Senior Executives Professional Qualifications, Skills and Expertise

Refer to 2a(i) Board of Directors and Senior Executives for a complete description of our board and senior executives Professional Qualifications, Skills and Expertise.

c(i). Risk Management and Solvency Self-Assessment

The Company has developed a comprehensive risk management strategy that is governed by an articulated vision of risk appetite and control that is conveyed throughout the organization and measured in a transparent and consistent manner. Our risk management strategy, metrics and progress are summarized in a report that is presented to the Board on a quarterly basis by the Third Point Re Chief Risk Officer (the “CRO”). The Company’s internal capital model incorporates statistics from the pricing, reserving, cat modeling, and investment processes to produce an estimate of the amount of capital used at set points in time (e.g., each quarter-end) as well as the overall potential variability in the prospective financial results. The Company works closely with the risk management personnel of Third Point LLC, our investment manager, to measure and report the variability of results from our investment portfolio. The Company also monitors the contractual exposure to catastrophic losses as aggregated across all bound reinsurance contracts.

Risk Identification

Management has documented the Company’s risk profile. The major risks facing the Company are set out in Third Point Re’s Form 10-K filed with the SEC from time to time and as updated in Third Point Re’s Form 10-Q filings. They are also documented within Third Point Re’s risk register. The majority of the Company’s senior management team, including staff from all functional areas, meet at least quarterly to discuss the risk register and consider it in the context of the Company’s evolving risk profile, market conditions, emerging risks, changes in the business environment, management and mitigation of any risk occurrences and any changes in the Company’s risk control environment. These meetings are chaired by the Third Point Re CRO.

Risk Measurement

Management has developed or adopted various tools and protocols for measuring the Company’s exposure to certain of the risks identified and estimating the potential financial impact to the Company from all risks. Key risk exposures are tracked and measured explicitly; others are captured in the analysis that forms the foundation that underpins the Company’s internal capital model.

Risk Management

The Company’s risk appetite and limits framework is approved by Third Point Re's Board and consists of a set of criteria to ensure that senior management has a clear view of its specific risk tolerance levels relative to approved management constraints. The risk appetite and limits framework is maintained by the CRO and articulates senior management’s view and approach to the management of certain key risks. Risk management techniques range from the use of direct mitigation such as retrocession or hedging of exposure to frontline moderation of appetite.

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Risk Reporting

The CRO presents a comprehensive quarterly risk report to the Board as well as one to the Risk and Compliance Committee of the Third Point Re board of directors (the “Risk Committee”) and senior management detailing the Company’s risk monitoring, evaluation and management activities and conclusions for each quarter.

c(ii). a description of how the risk management and solvency self-assessment systems are implemented and integrated into the insurer’s operations; including strategic planning and organizational and decision making process;

The CRO, who also acts as the Company's CRO, reports directly to the group CEO and to the Risk Committee in relation to all risks and to the Board in relation to risks relevant to the Company. The CRO works closely with and has frequent contact with the entirety of the Company’s senior management team. As a consequence, the risk perspective, and in particular the impact on solvency and required capital, is incorporated in all significant operational and strategic decisions. These decisions are made within the context of the overarching risk appetite and limit statements adopted by the Third Point Re board of directors and promulgated throughout the group. The Company's key underwriting and operating appetites, thresholds and guidelines are determined with explicit reference to their capital and solvency implications. The Third Point Re internal audit function reviews the processes and controls of the Risk Management function on a periodic schedule to ensure that they are appropriate and effective.

c(iii). Relationship between the solvency self-assessment, solvency needs, and capital and risk management systems

The Company’s Commercial Insurers’ Solvency Self-Assessment (“CISSA”) is produced and reviewed with the Board and senior management quarterly to ensure that the Company’s capital resources are sufficient based on the risks to the Company that arise from its operations.

Every quarter, and more frequently as required, we calculate capital requirements under the CISSA, BSCR and A.M. Best Best’s Capital Adequacy Ratio (“BCAR”) regimes, allowing for target margins over the required minimums. At any point in time, our estimates of solvency needs, and capital and risk management systems are calibrated to the highest of the aforementioned capital requirements.

c(iv). Solvency Self-Assessment Approval Process

The CISSA is prepared quarterly by the risk management team. It is reviewed by the CRO. The CRO presents the key findings quarterly to the Board and senior management. This document addresses the CISSA in the context of the internal capital model (“ICM”) behind the Solvency Self-Assessment, including quarterly changes, and highlights results, current or emerging Enterprise Risk Management issues, development and sensitivity of our primary capital metrics (ICM, BSCR and BCAR) and estimates and developments in exposures. As well as the review by the Board and senior executives, the Company receives periodic reviews of the ICM from external consultants. The results of any external reviews are shared with senior management and the Board.

d(i). Internal Controls

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over Third Point Re’s financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, Third Point Re’s principal executive and principal financial officers and effected by the Third Point Re board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of internal control over Third Point Re's financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). Based on its assessment, management concluded that, as of December 31, 2018, Third Point Re's internal control over financial reporting is effective based on those criteria.

The Company has established a robust process for managing its control and risk environment. In line with the 2013 Framework, this process is founded upon a three lines of defense model with (a) Management providing ownership for the control environment; (b) functions such as Compliance (refer to subsequent section) and Risk Management (refer above to section (c)) providing a monitoring role in support of Management; and (c) Internal Audit (refer below to section (e)) providing independent assurance over the effectiveness of the internal control environment.

In addition to the Internal Audit function (refer to (e) below), which is responsible for the testing of the design and operating effectiveness of the internal control environment, the Audit Committee of the Third Point Re board of directors (the “Audit Committee”) plays an active role in oversight of this function. The Audit Committee (a) reviews the appointment, replacement or dismissal of any senior internal audit personnel or Third Point Re's internal auditors; (b) reviews with management and senior internal audit personnel the charter, plans, activities, staffing, budget, compensation and organizational structure of the internal audit function; (c) reviews all significant reports to management prepared by internal audit personnel and management’s response thereto; and (d) reviews any restrictions on the scope of the internal audit function's activities or access to information.

Further, the Audit Committee shall review with management and internal audit, as appropriate, significant findings and recommendations with respect to (a) the adequacy of Third Point Re’s internal accounting controls; (b) Third Point Re’s financial, auditing, and accounting organizations and personnel; (c) internal control related reports and procedures, including (i) management’s internal control report prepared in accordance with promulgated by the SEC pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act, and (ii) the procedures undertaken by the Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in the Third Point Re’s periodic reports, including their evaluation of the Third Point Re’s disclosure controls and procedures and internal control over financial reporting.

In addition to the internal management of the control environment, Ernst & Young Ltd., an independent registered public accounting firm, which has audited and reported on the consolidated financial statements contained in Third Point Re's Annual Report on Form 10-K, has issued its written attestation report on its assessment of Third Point Re's internal control over financial reporting, which is also included on our website at www.thirdpointre.com.

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There have been no material changes to our internal control over financial reporting during the most recent fiscal year that has materially affected, or are reasonably likely to materially affect, Third Point Re's internal control over financial reporting.

d(ii). Compliance

The EVP, Group General Counsel and Secretary has designated responsibility for the group compliance program, and in this capacity has the authority to exercise independent judgment and make recommendations to the Board in relation to compliance matters.

Through the Third Point Re Board Committees, the board of directors of Third Point Re has ultimate oversight of the Company’s corporate governance, compliance and risk framework. Within this framework, material group policies are reviewed and approved by the board of directors of Third Point Re prior to implementation and annually thereafter. The compliance function is responsible for developing and updating group policies to address corporate compliance and mitigate compliance risk and to provide employee compliance training. The Code of Business Conduct and Ethics (the “Code”) is the Company’s overarching principles-based document that establishes the Company’s conduct principles and is supplemented by various other group polices. The group’s compliance function provides employee compliance training to reinforce principles contained within the group policies. Further, the group compliance function develops, implements, and updates all group policies and requires employees of the group to certify compliance therewith on an annual basis. The EVP, Group General Counsel and Secretary reports quarterly to the relevant Parent Board Committees on compliance and legal activities which includes employee compliance violations, corporate regulatory compliance, policy certification and employee compliance training. The relevant Parent Board Committees provide input and recommendations, which are implemented as appropriate either directly or through the compliance function.

The Company is, and will continue to be, committed to the highest standards of ethics and business conduct. The Company strives to conduct its business as a good corporate citizen and group employees are expected to demonstrate integrity and accountability.

The Company complies with all applicable laws and regulations within its relevant jurisdictions, and works with its regulators to maintain compliance with all requirements. The group’s policies, guidelines, and procedures, collectively, constitute the compliance program.

e. Internal Audit

Internal Audit is an independent and objective assurance and consulting activity that is guided by a philosophy of adding value to improve the operations of the Company. It assists the Company in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization’s risk management, internal control, and governance processes.

The Company’s Internal Audit activity is authorized to assist members of the Audit Committee and management of Third Point Re and the Company in executing their responsibilities for internal control, accurate financial reporting and the protection and optimal utilization of company assets.

The objective of Internal Audit is:

(a) to provide management and the Audit Committee independent, objective analysis, appraisals, recommendations and pertinent comments designed to add value and improve the Company’s operations;

(b) to provide management and the Audit Committee with an independent appraisal function to assess the Company’s internal control and operating environment so as to provide reasonable assurance that:

(i) financial reporting is reliable;

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(ii) operations are effective and efficient;

(iii) there is compliance with laws and regulations; and

(iv) assets are appropriately safeguarded.

(c) to provide an annual assessment to the Audit Committee and the management on the overall condition of the Company’s internal control environment based on conducting a risk based internal audit program, which includes reviewing the internal controls over financial reporting operational controls, and fraud and risk management controls deemed necessary for such an assessment.

This is accomplished by following a risk based internal audit plan. At least annually, Internal Audit will submit to senior management and the Audit Committee an internal audit plan for review and approval. The internal audit plan will be developed based on a prioritization of the audit universe using a risk based methodology, including input from senior management and the Audit Committee. The internal audit plan will consist of a work schedule as well as budget and resource requirements for the next fiscal year. Internal Audit will communicate significant changes to the approved internal audit plan and the impact of these changes to senior management and the Audit Committee for approval. The Company uses external consultants to provide Internal Audit services.

To maintain independence, the Internal Audit function reports directly to the Audit Committee and the Audit Committee is mandated to review any restrictions on the scope of the department’s activities or access to information. While Internal Audit will receive input from management, as noted above, ultimate responsibility and authority for determination of the Internal Audit plan lies solely with Internal Audit with the oversight of the Audit Committee.

f. Actuarial Function

The Company employs actuaries that are responsible for the pricing, including a Chief Pricing Actuary. In addition, there are other actuaries employed by the group that are also involved in the reserving function, including the Chief Reserving Actuary of Third Point Re, who has responsibility for oversight of reserving for the group. Each of the specific officers referenced above is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries.

A description of the Company’s actuarial pricing and actuarial reserving functions is provided below:

Actuarial Pricing

For every contract, a pricing analysis is completed by one of the Company's actuaries. These analyses utilize pricing models that were developed internally that are specifically designed for the types of business that we target. The results of each pricing analysis are discussed with the underwriter and management. The results of each pricing analysis as well as the supporting data are documented in an actuarial pricing memo. Each pricing analysis and memo are also subject to independent peer review by a different actuary at the Company. Any findings of the peer review and the resolution of those findings are documented and saved with the other pricing support.

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Actuarial Reserving

The group’s actuaries perform a quarterly reserve analyses. Each reserve analysis includes contract-by-contract estimates of the loss reserves and any loss sensitive features (e.g. sliding scale ceding commissions, profit commissions, or additional premiums). The data used in each analysis is subjected to detailed reconciliation and review by both the actuarial and finance departments to verify the accuracy and consistency of the data. The reserve analyses themselves are prepared using standard industry reserving methods (as described in more detail in our Form 10-K filed with the SEC, which is also included on our website at www.thirdpointre.com), with modifications where needed. After the initial quarterly reserve analysis is completed by one actuary, it is subject to review by two other credentialed actuaries. Once the actuaries have collectively finalized their estimates, the results are shared with management in a quarterly reserve close meeting. During that meeting, the following are discussed: material reserve movements during the quarter; a comparison of actual vs expected loss experience; a review of the data reconciliation; and any differences between the actuarial reserve estimate and management’s estimate. Periodically, the Company also engages an external actuary to perform an independent estimate of the loss reserves.

g(i-ii). Outsourcing

The Company assesses and documents the competency and related party nature of all key outsourced service providers ("OSP") at the time of entering into a contract with an OSP.  On an annual basis the analysis of the OSP is updated to determine if any changes have occurred which would impact the Company's operations or reliance on the OSP. The Company has outsourced the investment management function to Third Point LLC. For additional information on Third Point LLC, please see Third Point Re's Annual Report on Form 10-K filed with the SEC. The Company has not outsourced any control functions (being Actuarial, Risk Management, Finance and Compliance) but does use external consultants to provide Internal Audit services.

The Company and Third Point Re have entered into a services agreement with Third Point Re USA, pursuant to which the Company and Third Point Re provide certain finance, actuarial, legal and administrative support services to Third Point Re USA and Third Point Re USA provides certain actuarial services to the Company and Third Point Re.

Third Point Re Marketing (UK) Ltd. (“TPRUK”) entered into an agreement with the Company whereby TPRUK recharges the Company for the provision of marketing and certain actuarial services performed in the United Kingdom on behalf of the Company.

h. Any other material information

No other material information to report.

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Section 3 - Risk Profile

a. Material Risks

The Company is exposed to material risks arising from underwriting risk, market risk and operational risk. Given the nature of the business that we underwrite and the Company’s limited purchase of retrocessional reinsurance, the Company faces relatively low risk from liquidity and credit risks. Our underwriting risk is measured in the aggregate by considering the probabilistic distribution of our composite ratio on risks written over a 12 month period. Further, for specific lines of business and exposures to certain catastrophic perils by region, we estimate probable maximum losses at various likelihood thresholds on an occurrence basis and in the aggregate. Given the actively traded nature of the Company’s investment portfolio, the Company’s exposure to market risk is measured by tracking the historic volatility and market beta of the investment results over time and as the ratio of the Company’s invested assets to our shareholders' equity at any point in time. The Company’s operational risk is measured by application of probability and severity bands to the operational risks identified in our risk register. There have been no material changes in any of these over the past reporting period.

For underwriting and market risks, the Company largely mitigates the associated risk via our initial internal appetite. For underwriting risk, we have elected to limit materially our underwriting of property catastrophe exposures. Through year-end 2018, the Company assumed a minimal amount of property catastrophe risk and only on a residual basis; the Company did not write excess of loss property catastrophe reinsurance directly. As of January 1, 2019, the Company began assuming a relatively modest of property catastrophe exposure. We manage the portfolio to specific PMLs in aggregate and on a regional basis that we believe are materially lower than for the majority of our industry peers. The Company monitors our underwriting risk aggregations and PMLs quarterly to ensure the effectiveness of our underwriting appetite in mitigating risk.

For further information regarding the Company's material risks, please see "Risk Factors" in Third Point Re's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018, which is also included on our website at www.thirdpointre.com.

b. Risk Mitigation

In order to mitigate market risks, and pursuant to our investment management agreements, Third Point LLC is required to manage the Company’s investment portfolio on substantially the same basis as its main hedge fund, subject to certain conditions set forth in the Company’s investment guidelines. These conditions include limitations on investing in private securities, a limitation on portfolio leverage, and a limitation on portfolio concentration in individual securities. The Company receives weekly, monthly and quarterly reports from Third Point LLC including Net Asset Value (“NAV”) and performance statistics; portfolio leverage and beta; sector, strategy, geography, and market cap splits; contributions to long, short, gross and net positions; weekly profit and loss (“P&L”); top long and short investments by percentage of NAV; top winners and losers by weekly P&L; strategy mapping to beta group, betas and net exposure; and various risk and drawdown scenarios. The Company also has regular calls with Third Point LLC's risk function to assess the effectiveness of these market risk mitigants.

Operational risk is relatively low due to the size and relative simplicity of the organizational structure of the Company and mitigated by a rigorous oversight and control process. The effectiveness is monitored via our Internal Audit function as well as quarterly meetings where the majority of the Company’s senior management team meet to discuss the risk register and consider it in the context of the Company’s evolving risk profile, market conditions, emerging risks, changes in the business environment, management and mitigation of any risk occurrences and any changes in the Company’s risk control environment. More broadly, the Board, Third Point Re’s Risk and Compliance Committee, the Management Risk Committee and the CRO review the enterprise risk management framework to ensure the processes, procedures and tools in place for monitoring and mitigating risk are appropriate and operating as intended.

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c. Material Risk Concentrations

Given the Company’s underwriting risk appetite through the end of 2018, in particular our restricted appetite for property catastrophe risk and other event driven severity risks, the majority of risk concentrations in the Company’s underwriting portfolio are lower than for the the Company’s peers. Further discussion of this is contained in the Stress Test and Sensitivity Analysis section below. The Company writes a significant amount of mortgage risk, predominantly in the United States but also elsewhere. The risk concentration arising from this risk is monitored quarterly and reported to senior management and the Board. The Company assumes concentration risk through our investment portfolio, however no single investment position in the investment portfolio may constitute more than 15% of the underlying long exposure of the portfolio.

d. Investment Management

Substantially all of the Company’s investable assets are managed by our investment manager, Third Point LLC, which is wholly owned by Daniel S. Loeb, one of our founding shareholders. Third Point LLC is an SEC-registered investment adviser headquartered in New York, managing $14.0 billion in assets as of December 31, 2018. The Company’s investments primarily consist of an investment in TP Fund and certain collateral assets consisting of debt securities and restricted cash. The TP Fund investment strategy, as implemented by Third Point LLC, is intended to achieve superior risk-adjusted returns by deploying capital in both long and short investments with favorable risk/reward characteristics across select asset classes, sectors and geographies.

e. Stress Testing and Sensitivity Analyses

The Company runs various stress and scenario tests on a quarterly basis to assess the adequacy of our capital in possible adverse situations. These tests consider the impact of extreme but realistic shocks to the Company's capital position.

Underwriting Risk

To assess the potential impact of natural catastrophe events on the Company's reinsurance portfolio, we calculate property catastrophe PMLs and losses under various realistic disaster scenarios (“RDS”). For these calculations, the Company uses the net limits exposed on the majority of the Company’s reinsurance treaties which are exposed to very modest natural catastrophe risk combined with PML estimates on our property catastrophe book, derived predominantly using a third-party catastrophe model.

The Company runs RDS and other stress tests against our reinsurance portfolio of mortgage risk at least quarterly. These scenarios are intended to emulate macroeconomic conditions and losses equivalent and worse to those experienced in the global financial crisis of 2007-2008.

Market Risk

The Company conducts various stress and sensitivity tests on our investment portfolio, including simulating shocks to equity markets, commodities, currencies and interest rates, as well as testing the impact on our capital of the impact of an event commensurate with the losses sustained over 2008, the worst investment period in recent history.

Under all of the RDS and PML calculations that we perform, for both Underwriting Risks and Market Risks, the Company is able to meet the Bermuda Monetary Authority's ECR.

f. Any other material information.

No other material information to report.

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Section 4 - Solvency Valuation

a. Valuation Basis

The Company has used the valuation principles outlined by the Bermuda Monetary Authority’s “Guidance Note for Statutory Reporting Regime” for the reporting period’s statutory filling. The economic valuation principles require that we measure assets and liabilities on a fair value basis, which is the value that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date. The fair value principles used for the assets are as follows:

• Cash and cash equivalents: includes liquid cash held at banks and is fair valued using the value held in banks at the balance sheet date.

• The Company’s investments primarily consist of an investment in TP Fund and certain collateral assets consisting of debt securities and restricted cash. Third Point LLC is the investment manager for TP Fund and the Company’s collateral assets. The Company values its investment in TP Fund at fair value. The Company has elected the practical expedient for fair value for this investment which is estimated based on the Company’s share of the NAV of the limited partnership, as provided by the independent fund administrator. The NAV represents the Company’s proportionate interest in the members’ equity of the limited partnership. The resulting net gains or net losses are reflected in the consolidated statements of income (loss). In order to assess the reasonableness of the NAVs, the Company performs a number of monitoring procedures on a monthly, quarterly and annual basis, to assess the quality of the information provided by the investment manager and fund administrator underlying the preparation of the NAV. These procedures include, but are not limited to, regular review and discussion of the fund’s performance with the investment manager. However, the Company often does not have access to financial information relating to the underlying securities held within the TP Fund. Therefore, management is often unable to corroborate the fair values placed on the securities underlying the asset valuations provided by the investment manager or fund administrator. For further information regarding the Company's fair value methodologies regarding its investments, please see Note 4 in the Company’s audited consolidated financial statements.

b. Technical provisions

Insurance technical provisions are valued based on best estimate cash flows, adjusted to reflect the time value of money using a risk-free discount rate with an appropriate illiquidity adjustment. In addition, there is a risk margin to reflect the uncertainty inherent to the underlying cash flows which is calculated using a cost of capital approach and a risk-free discount rate. The risk-free discount rates are prescribed by the Bermuda Monetary Authority for each reporting period.

The best estimate for the loss and loss expense provision is calculated by using U.S. GAAP reserves as the starting point and then performing a series of adjustments:

• Removal of prudence margins;

• Incorporation of expected reinsurance counterparty defaults;

• Incorporation of events not in data (ENIDs);

• Other adjustments related to consideration for investment expenses, etc.; and

• Discounting of cash flows.

The best estimate for the premium provision is calculated by using the unearned premium reserve on a U.S. GAAP basis, adjusting for bound but not incepted business and applying expected future loss ratios, expense ratios and appropriate claims pay-out patterns to derive cash flows which are then discounted.

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As of December 31, 2018 and 2017, the total Technical Provisions comprised the following:

2018 2017($ in thousands)

Best Estimate Loss and Loss Expense Provision $ 889,683 $ 710,928Best Estimate Premium Provision (203,234) (109,631)Risk Margin 81,499 75,902Total Technical Provisions $ 767,948 $ 677,199

d. Other liabilities

Similar to the treatment of assets, the Company’s liabilities follow the valuations principles outlined by the Bermuda Monetary Authority’s “Guidance Note for Statutory Reporting Regime” which values liabilities on a fair value basis. All other liabilities, which include accounts payable and deposit liabilities, are fair valued, which approximates U.S. GAAP basis and settlements not expected to be settled within a year, are discounted using the prescribed discount rates provided by the Bermuda Monetary Authority.

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Section 5 - Capital Management

a(i). Eligible Capital

The primary capital management objective of the Company is to maintain a strong capital base to support the growth of its business and to meet regulatory and rating agency capital requirements. The Company recognizes the impact on shareholder returns of the level of equity capital employed and seeks to maintain a prudent balance. It strives for an appropriate capital structure that efficiently allocates the risk to the capital. The Company’s capital and risk management strategy are primarily unchanged over the prior year.

To maintain a strong capital base, the Company identifies, assesses, manages and monitors the various risk sources it faces in the course of business both currently and as anticipated over a two-year planning horizon. This process culminates in an assessment of the capital necessary to maintain solvency at the threshold targeted by senior management given the firm’s risk profile. The Company’s risk profile includes an assessment of the current and anticipated future material risks faced by the Company, the strength of the organization’s enterprise risk management, capital measures derived from proprietary and vendor models, qualitative risks, stress testing, liquidity, and contingent financing mechanisms.

a(ii). Eligible Capital Categorized by Tiers in Accordance With the Eligible Capital Rules

Eligible Capital represents the Company’s assessment of the quality of its capital resources eligible to satisfy its regulatory requirements. As of December 31, 2018 and 2017, the Company’s Eligible Capital was categorized as follows:

2018 2017($ in thousands)

Tier 1 $ 1,005,934 $ 1,407,413Tier 2 37,423 57,472Tier 3 — —Total $ 1,043,357 $ 1,464,885

The majority of Eligible Capital for the Company is Tier 1, consisting of capital stock, contributed surplus and statutory economic surplus. The Company also has Tier 2 capital consisting of the excess of encumbered assets over the related policyholder obligations.

a(iii). Eligible Capital Applied to Enhanced Capital Requirement ("ECR") and Minimum Margin of Solvency ("MSM")

As of December 31, 2018 and 2017, the Company’s Eligible Capital applied to the ECR and MSM was categorized as follows:

Applied to ECR Applied to MSM2018 2017 2018 2017

($ in thousands)

Tier 1 $ 1,005,934 $ 1,407,413 $ 1,005,934 $ 1,407,413Tier 2 37,423 57,472 37,423 57,472Tier 3 — — — —Total $ 1,043,357 $ 1,464,885 $ 1,043,357 $ 1,464,885

a(iv). Transitional Arrangements

N/A

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a(v). Encumbrances Affecting the Availability and Transferability of Capital to meet the Eligible Capital Rules

As of December 31, 2018 and 2017, the Company had cash and cash equivalents, restricted cash, short-term investments and fixed maturity investments that were pledged during the normal course of business, of which certain assets were held in trust. Pledged assets are generally for the benefit of the Company’s cedents and policyholders, to support fully collateralized reinsurance transactions and to facilitate the accreditation of the Company by certain regulators. These assets are released to the Company upon the payment of the obligations or the expiration of the risk period.

a(vi). Ancillary Capital Instruments that Have Been Approved

N/A

a(vii). Reconciliation of Shareholder's Equity Determined in Accordance with U.S. GAAP to Available Statutory Capital and Surplus

As of December 31, 2018 and 2017, the principal difference between statutory capital and surplus and shareholders’ equity presented in accordance with U.S. GAAP is that prepaid expenses are a non-admitted asset for statutory purposes. The following is a reconciliation of U.S. GAAP shareholder’s equity attributable to shareholders to available statutory capital and surplus as of December 31, 2018 and 2017:

2018 2017($ in thousands)

U.S. GAAP shareholder’s equity attributable to common shareholder $ 1,067,206 $ 1,490,253Statutory non-admitted assets (2,783) (2,874)Technical provision adjustments, net (21,066) (22,494)Available statutory economic capital and surplus $ 1,043,357 $ 1,464,885

b. (i) Regulatory Capital Requirements

Under the Bermuda Insurance Act 1978, as amended, and related regulations, Third Point Re BDA is subject to capital requirements calculated using the BSCR model, which is a standardized statutory risk-based capital model used to measure the risk associated with Third Point Re BDA’s assets, liabilities and premiums. Third Point Re BDA’s required statutory capital and surplus under the BSCR model is referred to as the enhanced capital requirement (“ECR”). If a company fails to maintain or meet its ECR, the BMA may take various degrees of regulatory action. In 2016, the BMA implemented the EBS framework, which is now used as the basis to determine the Company’s ECR.  Under the new framework, assets and liabilities are mainly assessed and included on the EBS at fair value, with the insurer’s U.S. GAAP balance sheet serving as a starting point. The model also requires insurers to estimate insurance technical provisions, which consist of the insurer’s insurance related balances valued based on best-estimate cash flows, adjusted to reflect the time value of money using a risk-free discount rate, with the addition of a risk margin to reflect the uncertainty in the underlying cash flows.

Third Point Re BDA is also required under their Class 4 licenses to maintain minimum liquidity ratios whereby the value of their relevant assets are not less than 75% of the amount of their relevant liabilities for general business.

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The following table compares shareholders’ equity as per the Company’s financial statements prepared using U.S. GAAP to Statutory Economic Capital and Surplus as calculated under EBS as of December 31, 2018 and 2017:

2018 2017($ in thousands)

Available statutory capital and surplus $ 1,043,357 $ 1,464,885Required statutory capital and surplus 568,353 757,816Enhanced capital requirement 568,353 757,816Minimum margin of solvency $ 253,736 $ 297,862

The Company was in compliance with its regulatory capital requirements as of December 31, 2018 and 2017.

b. (ii)-(iv)

Not applicable. The Company is in compliance with the MSM and the ECR.

c. (i)-(vii)Approved Internal Capital Model used to derive the ECR

Not applicable. As described in b(i), the Company uses the BSCR model to calculate capital requirements.

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Section 6 - Subsequent Event

Second Amended and Restated Limited Partnership Agreement

On February 28, 2019, Third Point Re, Third Point Re BDA and Third Point Re USA entered into an Amended and Restated Limited Partnership Agreement (the “Amended LPA”) with TP GP, which amended and restated the 2018 LPA. The Amended LPA revised the management fee from 1.5% per annum to 1.25% per annum with effect from January 1, 2019.  In addition, pursuant to the Amended LPA, TP GP shall notify the Company if Third Point LLC or its affiliates (either alone or together with a third party) form certain investment vehicles that pursue an investment strategy primarily comprised of debt or other credit-related investments (the “Permitted Funds”).  The Amended LPA provides the Company with the right to withdraw up to $250.0 million in 2019 and a separate $250.0 million during the period from January 1, 2020 through December 31, 2021 for the purpose of immediately investing such amounts in Permitted Funds.  Furthermore, the Amended LPA adjusted the loss carryforward terms of the LPA, which relate to the calculation of TP GP’s performance compensation under the LPA, to preserve the loss carryforward attributable to the Company’s investment in TP Fund when contributions to TP Fund are made within nine months of certain types of withdrawals from TP Fund. The term of the Amended LPA ends December 31, 2021, which is consistent with the term under the 2018 LPA. All other material terms of the Amended LPA remain consistent with the LPA.